Tools & templates
Freelance Contract Template
A copy-ready, plain-English freelance services agreement: payment, change requests, ownership, confidentiality, AI use, liability, and kill fee, explained.
When to use this
- You are starting work with a new client and have no master agreement yet.
- You want one reusable contract and a short SOW for each project.
- A client sent its own contract and you need a checklist to compare it against.
Preview
Freelance services agreement
FREELANCE SERVICES AGREEMENT
This agreement is between:
Client: <Client legal name>, <address>, <email> ("Client")
Freelancer: <Your legal name or business name>, <address>, <email> ("Freelancer")
Effective date: <YYYY-MM-DD>
1) Services
1.1 Freelancer will provide the services and deliverables described in Statement of Work <number or name> dated <YYYY-MM-DD> (the "SOW"). The SOW is part of this agreement.
1.2 Each new project or phase needs its own SOW signed or approved in writing by both parties.
1.3 If this agreement and an SOW conflict, this agreement controls unless the SOW expressly says which section it changes.
2) Timeline and reviews
2.1 Start date, milestones, and target completion date are set out in the SOW.
2.2 Client will review each deliverable and send approval or one consolidated set of feedback within <3> business days.
2.3 If Client does not respond within <5> business days after a written reminder, the deliverable is treated as approved.
2.4 If Client provides inputs, access, or approvals late, the timeline moves by at least the length of the delay.
3) Fees and payment
3.1 Fee: <fixed fee / hourly rate / day rate> of <amount> <currency>, as set out in the SOW.
3.2 Deposit: <50>% of the fixed fee (or <amount>) is due before work starts. Work is scheduled once the deposit is paid. The deposit is credited against the final invoice.
3.3 Invoices: Freelancer will invoice <at each milestone / monthly / on completion>. Each invoice is due within <14> days of the invoice date by <bank transfer / ACH / card / other>.
3.4 Expenses: Client will reimburse expenses it approves in writing in advance, billed at cost with receipts.
3.5 Late payment: if an invoice is unpaid <7> days after its due date, Freelancer may pause work until the account is current, and the timeline moves accordingly. Overdue amounts accrue interest at <rate>% per month, or the maximum rate allowed by law if lower. <UK business clients: replace the previous sentence with the rate you choose, or rely on statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.>
3.6 Taxes: fees do not include sales tax, VAT, GST, or HST, which will be added to invoices where they apply.
4) Change requests
4.1 Any work outside the SOW is a change request.
4.2 Freelancer will send a written estimate of the fee and timeline impact before starting any change.
4.3 Work on a change starts only after Client approves the estimate in writing (email is enough). Approved changes become part of the SOW.
5) Client responsibilities
5.1 Client will provide the content, information, access, and feedback listed in the SOW by the dates listed there.
5.2 Client will name one decision-maker who can approve work and changes: <name, email>.
5.3 Client confirms it has the right to use, and to let Freelancer use, any materials it supplies for the project.
6) Intellectual property
6.1 Ownership on full payment: once Client has paid all fees due for a deliverable, Freelancer assigns to Client all rights Freelancer holds in the final version of that deliverable. Until then, Client may use deliverables only to review and test them.
6.2 Freelancer's existing materials: Freelancer keeps ownership of the tools, templates, code libraries, methods, and know-how it had before this project or develops independently ("Background Materials"). If Background Materials are included in a deliverable, Client receives a non-exclusive, perpetual, royalty-free license to use them as part of that deliverable.
6.3 Third-party materials: fonts, stock assets, plugins, and open-source components stay under their own licenses. Freelancer will list any that Client needs to license or keep in place.
6.4 Drafts and unused concepts: rejected options, drafts, and working files remain Freelancer's unless the SOW says they are deliverables.
6.5 Portfolio: after the work is public, or after <90> days if it is not, Freelancer may show the final deliverables and describe the project in its portfolio and case studies, without disclosing Client's Confidential Information. Client may opt out by written notice <before signing / at any time>.
7) Confidentiality
7.1 "Confidential Information" means non-public business, technical, or personal information one party shares with the other for this project.
7.2 Each party will use the other's Confidential Information only to perform this agreement, protect it with reasonable care, and share it only with people who need it for the project and are bound by similar duties.
7.3 This does not cover information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (with prompt notice to the other party where allowed).
7.4 These duties last for <2> years after this agreement ends, and for as long as any trade secret remains a trade secret.
8) AI tools
8.1 Freelancer may use software tools, including AI-assisted tools, for research, drafting, and production, unless the SOW says otherwise.
8.2 Freelancer will not enter Client's Confidential Information or personal data into any AI tool unless Client has approved that tool in writing, and then only with settings that stop the provider from training on the inputs where such settings are available.
8.3 Freelancer reviews, edits, and takes responsibility for every deliverable, whether or not AI tools were used, and will tell Client on request which tools were used for which parts of the work.
8.4 Client acknowledges that material generated by an AI tool without sufficient human authorship may not be protected by copyright, and that the assignment in Section 6.1 covers such material only to the extent rights exist in it.
9) Warranties
9.1 Freelancer will perform the services with reasonable skill and care, consistent with generally accepted standards for this type of work.
9.2 To Freelancer's knowledge, the deliverables (excluding materials supplied by Client and third-party materials) will not infringe anyone else's rights.
9.3 Freelancer will fix defects in a deliverable, meaning failures to meet the SOW, that Client reports within <30> days after approval, at no extra charge.
9.4 Freelancer does not guarantee business results such as revenue, rankings, traffic, or conversions. Except as stated in this section, the services are provided without other warranties, to the extent the law allows.
10) Limitation of liability
10.1 Neither party is liable for indirect or consequential losses, or for lost profits, revenue, or data, arising from this agreement.
10.2 Each party's total liability under this agreement is limited to the fees paid and payable under the SOW the claim relates to, in the <12> months before the claim.
10.3 These limits do not apply to Client's obligation to pay fees, to breaches of Section 7, or to liability that cannot be limited by law.
11) Termination and kill fee
11.1 Either party may end this agreement or an SOW for any reason with <14> days' written notice.
11.2 Either party may end it immediately by written notice if the other party materially breaches it and does not fix the breach within <10> days of being told about it in writing.
11.3 On any termination, Client pays for work done up to the end date: hours worked at the agreed rate, or for a fixed fee, the completed milestones plus a fair share of the milestone in progress, plus approved expenses.
11.4 Kill fee: if Client ends a fixed-fee SOW under Section 11.1, Client also pays a kill fee of <25>% of the fee not yet invoiced, to cover reserved time Freelancer cannot rebook at short notice.
11.5 The deposit is applied to these amounts. Ownership of each paid deliverable passes under Section 6.1 once it is paid for. Sections 3, 6, 7, 10, and 12 to 13 survive termination.
12) Independent contractor
12.1 Freelancer is an independent contractor, not an employee, partner, or agent of Client.
12.2 Freelancer decides how, when, and where the work is done, within the agreed deliverables and deadlines, and provides its own equipment and software unless the SOW says otherwise.
12.3 Freelancer is responsible for its own taxes, insurance, and benefits, and is free to work for other clients.
12.4 Neither party can sign contracts or make commitments on behalf of the other.
13) General
13.1 Governing law: this agreement is governed by the laws of <state / province / country>. Disputes go to the courts of <city, region>, after the parties have tried for at least <15> days to resolve them in good faith.
13.2 Entire agreement: this agreement and its SOWs are the whole agreement between the parties and replace earlier proposals and discussions about the same work.
13.3 Changes: changes to this agreement must be in writing and accepted by both parties. Email is enough.
13.4 Notices: notices go to the email addresses above, or another address a party gives in writing.
13.5 Assignment: neither party may transfer this agreement without the other's written consent, except to a buyer of its whole business.
13.6 Severability: if any part of this agreement is unenforceable, the rest still applies.
13.7 Signatures: this agreement may be signed electronically and in counterparts.
Signatures
Client: ____________________ Name: ______________ Title: ______________ Date: ________
Freelancer: ________________ Name: ______________ Date: ________This freelance contract template is a plain-English services agreement you can copy from the preview above and adapt in about 30 minutes. It covers the terms that cause most freelance disputes: payment with a deposit and late-payment rules, change requests, ownership that transfers on full payment, confidentiality, AI-tool use, liability limits, a kill fee, and independent contractor status. Pair it with a statement of work for each project.
Every placeholder in angle brackets, like <14> days, is a decision for you to make, not a recommended number. The explanations below say what each clause does and what to check before you send it.
Disclaimer: This template and its explanations are general information, not legal advice. Contract law, consumer rules, and freelancer-protection laws vary by country, state, and city. Have a qualified lawyer review the agreement for large, risky, or regulated work, and before relying on it in a dispute.
How to fill in the template
- Copy the agreement into your document editor or e-signature tool and save it as your master version.
- Fill the business placeholders once: your legal name, payment method, invoice terms, deposit, late-payment rule, liability cap period, notice periods, and governing law. These rarely change between clients.
- Write the SOW for this project. The statement of work template gives you deliverables, exclusions, timeline, and acceptance criteria in the same format, and Section 1 of the agreement points to it.
- Decide the client-specific terms: the review window, the kill fee percentage, whether the portfolio clause needs an opt-out, and whether the client restricts AI tools.
- Send both documents together with a short note on the terms clients most often ask about (payment, ownership, and cancellation), and get both signed before the deposit invoice goes out.
If a client later asks for extra work, you do not reopen the contract. Use the change request and addendum pack to price and approve the change under Section 4.
Clause-by-clause explanations
The headings match the numbered sections of the template. For deeper negotiation advice and fallback positions on each clause, read the freelance contract clauses that matter.
Parties and effective date
Use legal names: the registered company name for a business client and your own legal or business name. If the person you talk to works for an agency or a parent company, name the entity that will actually pay. An email address for each party matters because Section 13 makes email the notice channel.
1) Services and the SOW
The agreement points to a statement of work instead of describing the project itself. That keeps the contract reusable: the next project only needs a new SOW. The conflict rule says the contract wins unless an SOW names the section it changes, which stops a casual line in a scope document from quietly overriding your payment or liability terms.
2) Timeline and reviews
Review windows and a deemed-approval rule turn a silent client into a decision. The delay clause ties your deadlines to the client's inputs, so a two-week wait for content does not become your two-week overrun.
3) Fees, deposit, and late payment
A deposit before work starts filters out clients who are not ready and funds the first stretch of the project. Net terms, a named payment method, and a work-pause right make late payment a procedure instead of an argument. The interest line is optional: if you use it, pick a rate that is lawful where you work, and for UK business clients you can rely on the statutory scheme described in the country notes below.
4) Change requests
This is the scope-creep clause. Anything outside the SOW gets a written estimate and written approval before you start. An email reply counts, so the process stays quick.
5) Client responsibilities
Most delays start on the client side: missing content, no access, or three people giving conflicting feedback. Naming one decision-maker and confirming the client has rights to what it supplies protects your schedule and your liability.
6) Intellectual property and portfolio rights
Ownership moves only on full payment, which is your strongest practical lever if an invoice goes unpaid. In the U.S., a commissioned work counts as a work made for hire only if it falls into one of nine categories listed by the Copyright Office and both parties sign a written agreement saying so, so most freelance work changes hands by a written assignment like this one. The Background Materials license lets you reuse your own tools on the next project, and the portfolio clause gives you permission to show the work, with a delay and opt-out for clients who need it.
7) Confidentiality
A mutual clause with the standard exceptions is usually enough for freelance work, so you may not need a separate NDA. If the client sends its own NDA, check that it does not grant ownership of your general know-how or last forever for ordinary information.
8) AI tools
Clients increasingly ask about AI. This clause allows tool use, keeps confidential material out of tools the client has not approved, makes you responsible for every deliverable, and keeps your ownership promise accurate for generated material that may have no copyright to transfer. If a client bans AI, change 8.1 and price the work accordingly.
The wording follows the sample in AI-use clauses for client work, which also explains the U.S. and UK copyright positions on AI-generated material.
9) Warranties
Promise what you control: professional skill and care, original work to your knowledge, and a defect-fix window. Do not promise outcomes you do not control, such as sales or search rankings.
10) Limitation of liability
A cap tied to the fees for the relevant SOW keeps one bad project from costing more than the project paid. The carve-outs keep the clause credible: the client still has to pay, both parties stay bound by confidentiality, and liability the law does not allow you to limit, such as for fraud, stays outside the cap.
11) Termination and kill fee
Either side can leave with notice, and the client always pays for work done. The kill fee applies only when a fixed-fee client cancels for convenience, because that is when you lose time you reserved and turned other work down for.
12) Independent contractor status
This clause records the working relationship you both intend: you control how the work is done, use your own equipment, handle your own taxes, and can take other clients. A label alone does not decide classification, though. Tax and labor authorities look at how the work actually happens, which is covered in the guide to contractor vs employee classification.
Before you rely on the label, read contractor vs employee classification to see which working arrangements point toward employment.
13) General terms and governing law
Fill the governing-law placeholder with the place whose law you want to apply, usually where you are based. The good-faith period gives both sides a chance to settle a dispute before anyone files a claim. Electronic signing and email changes keep paperwork light without making it informal.
Country and state notes
New York State
New York's Freelance Isn't Free Act has applied statewide since August 28, 2024. It requires the hiring party to put the engagement in a written contract when the work is worth $800 or more, alone or in aggregate over 120 days, and to pay by the agreed date or within 30 days of completion if no date is set. The Department of Labor publishes a model contract. This template's names, itemized SOW, fee, payment method, and due dates cover the core details, but check the current requirements for your engagement.
Illinois
Illinois's Freelance Worker Protection Act applies to contracts taking effect after July 1, 2024, for work worth $500 or more in a 120-day period. The written contract must include both parties' names and contact details, an itemization of the services, the rate and method of pay, the date pay is due, and the dates services will be provided. Without a due date, payment is due within 30 days of completing the services. Both the New York and Illinois laws exclude certain occupations, and some cities have their own versions.
United Kingdom
For business-to-business work, if the contract does not set a payment date, a payment is late 30 days after the client receives the invoice or you deliver the service, whichever is later. Agreed terms between businesses should generally be no longer than 60 days unless they are fair to both sides. When a business client pays late, you can usually claim statutory interest of 8% plus the Bank of England base rate, plus debt recovery costs, but not if your contract sets its own interest rate. If you prefer the statutory scheme, delete the interest sentence in Section 3.5 rather than leaving the placeholder in. See GOV.UK's guide to late commercial payments for the current rules.
Everywhere else
Check three things locally before using the template: whether late-payment interest is capped, whether consumer or small-business rules limit liability caps and cancellation fees when your client is an individual or a small firm, and whether the client's location changes which law can apply. For the payment side in more depth, the guide to getting paid on time covers deposits, reminders, work pauses, and escalation when an invoice is late.
When the client sends its own contract
Larger clients often insist on their own paper. You do not need to swap in this template; use it as a checklist instead. Compare their draft against Sections 3, 6, 10, and 11, and ask for changes where their version leaves you exposed: payment terms longer than you can carry, ownership that transfers before payment, uncapped liability or indemnities, or termination with no payment for work in progress. If the work is ongoing rather than a single project, the freelance retainer agreement guide covers the extra terms a monthly arrangement needs.
Common mistakes
- Leaving placeholders in. A sent contract with <rate>% in the interest clause invites an argument about what was agreed. Fill or delete every bracket.
- Signing the contract without an SOW. The agreement relies on the SOW for deliverables, so without one, scope has no boundary.
- Transferring ownership on signature. Keep transfer tied to payment so the deliverables stay your leverage until you are paid.
- Starting before the deposit clears. Section 3.2 only protects you if you wait for it.
- Copying terms you will not enforce. A work-pause right or late interest you never use teaches clients that dates are optional. Keep what you will actually apply.
FAQ
Is a freelance contract template legally binding?
A template becomes a binding agreement once both parties accept it, typically by signing. Whether each clause is enforceable depends on the law that governs the contract and on your facts, so treat this template as a starting draft and have a lawyer review it for large, risky, or regulated work.
Do I need both a contract and a statement of work?
It helps. The contract holds the terms that rarely change, such as payment, ownership, confidentiality, and termination. The statement of work holds the project details: deliverables, exclusions, timeline, and acceptance. Signing the contract once and adding a short SOW for each project saves renegotiating every term.
When does the client own the work under this template?
When the client has paid all fees due for that deliverable. Until then, the client may only review and test it. You keep your pre-existing tools and templates and license them for use in the deliverable, and you can show the final work in your portfolio unless the client opts out.
Does the law require a written freelance contract?
In some places, yes. New York State's Freelance Isn't Free Act requires a written contract for freelance work worth $800 or more, alone or together over 120 days, and Illinois's Freelance Worker Protection Act sets the same rule at $500 or more over 120 days. Both laws exclude some occupations, so check whether your work is covered.
How much should a kill fee be?
There is no legal standard amount. Choose a percentage that reflects time you reserved and cannot rebook quickly, and keep it proportionate to the unbilled fee. The template uses a placeholder of 25% of the fee not yet invoiced, on top of payment for work already done.
How to customize
- Fill your business terms once: payment method, invoice terms, deposit, notice periods, and governing law.
- Set the review window, kill fee, portfolio, and AI-use terms per client.
- Attach a signed SOW for each project before sending the deposit invoice.
Common pitfalls
- Sending the contract with unfilled placeholders.
- Letting ownership transfer before you are paid in full.
Related Codex pages
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